So here we are once again. Once again we are promised that the new organizational structure will fix all that is wrong with the Joomla! project. So, what is wrong? Apparently there are some communication and documentation issues between teams. Oh, Okay so what has OSM strong-armed the various teams to agree on? Well, it looks like software development teams will take a back seat to the non-technical people who will likely inhabit the board seats of OSM who will then "guide" the community on to bigger and better things. Wait, what? People like me who don't do software development will tell the developers what to do? Yup! Sounds just like big business doesn't it? Yup! Is that good? Nope!

There are many resources available to read both the history and the current plans posted by those that used to be on the OSM board or used to be on one of the leadership teams. Then there are the official rah, rah postings that tell you how good everything will be once all the glitches are worked out. Meanwhile they continue voting for this and that while they continue working on the documents making adjustments here and there but failing to let anyone really know what the most current document is and what adjustments were made. Nor seeking input from the non-leadership of Joomla.

Update: July 2, 2015

All is not well in OSM. This was posted today in the Joomla-Leadership-Group in response to a post by Ryan Ozimek who was strongly suggesting that the Leadership Team and the Transition Team needed to meet in person in Central or Northern Europe in late September concerning the structural changes. This is what Robert Deutz had to say about that:

"I think it is a waste of time and money. Why we need to have all LT + transition team at one place to speak about how to remove ourselves? Instead of meet and speak, doing is what is needed.

I don’t see real progress and all the timelines before the decision was made are already totally impossible follow. We now have June and the transition team is supposed to be in place mid August. OSM is now running on a 6 months term ending as far as I know in October. Is OSM extending there term again without any community involvement? The project is more or less paralyzed. CLT has only a few members left, too less to fulfill there duties and I don’t see that they add new members. OSM, I don’t know. There are a lot of people in the team most of them are non existent when it comes to do something for me.

You will not make the transition with talking, we talked 18 months now it is time (for the ya sayers) to do."

At least someone tells it like it should be told!

I also see comments about how these changes are going to improve transparency and accountability. Ah, gee - in my 10 years working with Joomla, I have heard that 100's of times and yet these same leaders of OSM who are hawking this same tired line fail to follow through TODAY! Just today June 18th, 2015 the minutes of the March 12, 2015 board meeting was posted. Also just today the supposed minutes of the April 8, 2015 Annual General meeting of Members and Regular Annual Meeting of Directors was posted. Though it must be noted that these last two minutes were actually dated as occurring on February 12, 2015. As these are official documents required by both the Bylaws of OSM and the State of New York, one would think, giving the amount of time it took to post them, that at least one board member would have actually read them and noted what appeared to be a major discrepancy before voting to approve the minutes.

Update: June 27, 2015

Sometime yesterday, June 26, 2015, the the minutes of both the Annual General Meeting of Members and the Regular Annual Meeting of Directors were quietly updated to reflect a date of April 8, 2015 rather than February 12, 2015. One would like to think that this blog had something to do with the change that took 8 days to be recognized though I am sure OSM would deny any such thing. And to be honest since they failed to update any of the financials, I would have to hazard a guess that the blog is not influential at all!

Then if one looked for a financial report on OSM's web site or some substantive financial reporting within the board minutes, one would have to keep on looking. The last Budget vs Actuals report released on OSM's web site was dated December 2, 2014 well over 6 months ago. The last Balance Sheet reported on OSM's website was dated September 30, 2013. Gee, that was 17+ months ago! Can't find a P&L statement on their website at all. No reference is made in board minutes that the directors actually receive these documents. So one needs to ask. Are the directors of the board fulfilling their fiduciary duties? Is the Treasurer fulfilling his duties? Does the President ensure that the officers and directors are fulfilling their responsibilities? Sure doesn't seem like it to me.

Check also the last time you have seen a copy of the filed IRS 1120. It was 2012! Another duty failed by the Treasurer.

This is the gang that is forcing through structural changes that seem likely to sink the Joomla! ship. They certainly are the gang that can't shoot straight!

You can picture it can't you? I certainly can. For a number of years now I have been pointing out that OSM fails to provide the Joomla! community with the transparency appropriate for this not-for-profit organization. Even members of the OSM board attempt to remind their colleagues of that duty. As recently as towards the end of last month on the Open Source Matters, Inc. - Public Mailing list Ryan Ozimek OSM Board Member stated:

Board of Director friends, I've seen a lot of great discussions happening on our private mailing list that, while full of beneficial information, really need to be posted on this public list to continue our focus on transparency. Please use this email list by default for all board-wide conversations. Unless it is something that must require privacy to be communicated safely, if it is a board-wide email you're sending, it should be sent here. This is a core tenant of our goal to improve online communications, not just within the Board of Directors, but across the project's growing leadership team. Let me know if you have any concerns

Guess what happened. No discussion ensued at all. Any wonder there is mistrust of the board members of OSM?

In my last blog I posted about the failures to post minutes of OSM board meetings and complete sets of financial reports on a monthly basis. Just to let you know NOTHING HAS CHANGED! The last set of board minutes that was posted is dated October 23, 2014. Let's see -- today is March 7, 2015. Some 4 months of board minutes seem to be missing. Guess the board secretary is too busy to post them because she may be up to her ears in secret communications about structure changes. You think?

The last set of financial reports posted includes November 2014 Budget versus Actuals, September, 2014 Balance Sheet, 2014 adjusted budget. Missing is a P&L statement of any time frame and the 2015 budget. So, not posted on the OSM site is the 2014 year-end Budget versus Actuals and two months of 2015 Budget versus Actuals, five months of Balance sheets reports, many many months of P&L statements, and the 2015 Budget.

On February 1, 2015 in response to Victor Drover's request for 2015 Budget Feedback and Discussion, I posted this:

Victor: I see focus on financial transparency listed on your goals. However, you only post limited financial information on the Open Source Matters, Inc. - Public Mailing list which few people realize even exists. How about posting on the OSM web site regularly each month at http://opensourcematters.org/about/finances.html which is already structured for financial reports and is more likely to be known by the public. It would also be helpful if you would post each month the following reports which I remember from my days as treasurer rather easy to generate from Quickbooks Online: Balance Sheet Budget compared to actual year-to-date P&L Statement It would also increase financial transparency if the IRS financial filings were posted in a timely fashion at this OSM location http://opensourcematters.org/about/finances/financial-filings.html The last posted IRS report was for 2012 and I suspect that the 2013 was filed some time ago and probably should be posted.

Hi Dave, The reports are indeed easy to prepare. I've simply been too short-handed and have not prioritized this. It's something I am looking for FiT to improve upon in 2015. The reality of the matter is that our budget has grown quite large, and volunteers are spending most of their time issuing invoices to sponsors and categorizing bank transactions. It leaves little time for much else, especially with the 3-month budget process followed by tax season. The idea for 2015 will be to get some professional help doing the time-consuming and tedious work of categorizing the bank transactions and reconciling the books. My hope is that we will get the reporting in a much better position then also. As for transparency, it's an important issue for me personally and increasing transparency was one of my personal goals as a board member. I have spent more time making it easier for team members to see their budget status (i.e. the monthly reports you mentioned above) and also on a project-wide financial policy that was first delivered to the project leadership at the 2015 summit in Mexico. Please feel welcome to add your comments (get in line ;) ) here. I appreciate your feedback and will work to have done better next year, assuming they allow me to continue on as Treasurer :)

Doi you think after an entire year as Treasurer both the Board and the Treasurer would see to fill their fiduciary duties by demanding these financial reports? Personally I would if I was still on the board.

So, what's the board's mantra nowadays? Not now, we are too busy! Maybe you should think again about who you elect tol this board and whether they are doing the job you want to see.

Hanlon's Razor:Never attribute to malice that which can be adequately explained by stupidity, but don't rule out malice

This epigram –usually called Hanlon’s razor- is generally credited to either the science fiction writer Robert Heinlein or to a less famous writer named Robert Hanlon.

Before we go on, let’s stipulate that when we speak of stupidity, we are not speaking of actual mental deficiency. Essentially, if you look at how the saying is most often used, it refers to a person who–not to put too fine a point on it–goes around with his head up his butt. Hanlon’s razor would say that such a person should be judged by a lesser standard than someone who is motivated by hate. My view is that there is usually little or no difference between someone who acts in malice and someone who constantly behaves like an idiot–the result is more often than not identical, and what is often passed off as stupidity is really just a lack of concern for others.

Take a careful look at OSM's new website. It's a little less clear on navigation then the previous website.Looking under About->Organization->Meeting Minutes you would find a listing of last year's minutes which end on 10/23/2014. You would think there should be two more month's of minutes wouldn't you? You would be right. November's may or may not have occurred prior to the troup's trip to Cabo last year. But certainly by now, you would see both sets. After all January's board meeting just happened on January 8th so all previous minutes should have been approved by the board by now and posted. Of even more concern is the missing publication of The Leadership Summit Minutes. The last necessary vote was received on December 24, 2014. I wonder why the Joomla! leadership is not posting the results. They wouldn't stream the discussion from Cabo due to the fear of some who didn't want the public to know what they were saying. Now they are not publishing those minutes and all hints of transparency have gone dark on the Joomla Leadershp Team Public Mailing List.

On January 6th, 2015 Victor Drover released the Project-wide budget vs. actuals, 2014 but only on the Open Source Matters Public Mailing List. He hasn't bothered with posting that nor a Balance Sheet, a P&L Statement, or the budget for 2015 on OSM's website under About->Finances. While you are visiting that web page go ahead and click on Financial filings. You will note if you review the Federal Filings section that OSM hasn't posted their 2013 1120 Federal Tax Form. What year are we in - oh yeah, it's 2015.

Victor Drover finally published the December 2, 2014 Budget Vs Actuals report on the OSM website either late yesterday or this morning - December 13, 2014. It has been available on the Open Source Matters, Inc. - Public Mailing list since December 2nd. Of course if you don't subscribe there, you rarely get to see the occasional interesting discussion. What's really interesting is he also published the CLT and PLT expenses there. You will note that there are no travel expenses listed for those two groups. The project wide expenses for travel through December 2nd are $213,011.63. If we assume that this expense is only for OSM travel (after all, it's not broken out for any other group that Victor Drover reports publicly) then the 12 members of the OSM Board average approximately $17,756.91 in travel expenses each for the last 11 months.Was this travel really necessary? Kinda doubt it myself. Especially this last trip to warm Mexico. You really can't accomplish a discussion on Skype, huh? That's how the board does all it's official business - also known as board meetings.

PLT and CLT reports show expenses for the line item events of about $116,479 but the project wide expenses for line item events only show $8768.60 spent on events. That's quite a discrepancy. There is a line item called Conferences, conventions, meetings with expenses of $163,393.67. That's a lot of meetings/conferences if it's just reflecting OSM expenses. Of course the line item Non-event Sponsorship with eleven months of expenses totalling $144,600.00 kind of boggles the mind. Just think, the OSM board gave away almost $150 thousand to non-Joomla events. Correction: I misread the line of Non-event Sponsorship. That was an income line presumably relating to sponsorship from others for the Joomla! Project.Who knows how much was the cost of a Silver Sponsorship to the Grace Hopper Celebration of Women in Computing?

Victor has failed to deliver many of the financial reports that would be appropriate for public review so far in his stewardship of the finances of OSM. There has been no P&L statement and as far as I can remember there has been only one Balance Sheet and that one is the one ending September 30th - a year ago! Even worse, he has failed to post the Federal Filings for the 2013 tax year and we have only 18 days or so until the new year. Severe lack of follow through there.

Supposedly in a new interest for transparency, the OSM board decided to vote on whether they should conduct most leadership communications to the public mailing list. Of course then they all had to vote on it. Then they decided to vote for approval of the minutes (which they had all seen and reviewed) from the Joint Leadership Summit in Cancun, Mexico. Alice Grevet made the motion on December 4th. Fourteen out of 22 people who were at the conference voted positively and Alice closed the vote on December 11 - one week after it started. Of course, today is the 13th of December and I haven't seen these minutes - You?

Also recently released (yesterday most likely) were the minutes of the October 23, 2014 board meeting. Kind of surprised at some of the negativity expressed about the participation from the community. For example, Sarah Watz on the Structure and Organization noted: The proposal that was shared with the active community members, got a lot interest. It is a big issue, and therefore it is good to see that there is a lot of input, even though sometimes discussions got loaded. (Emphasis mine) And she further commented: Disappointing was that information was shared by leadership members with the community that was asked to keep private at this time, in a negative way and without thoughts for the process at all. The excuse for doing so might be to be transparent, but transparency doesn’t mean one can go outside the process that was agreed on.

There was also discussion of Joomla Day UK that unfortunately was scheduled on Yom Kippur. Don't know who made the comment but again: Arguments on all sides have been listened to and discussed with the people involved in this conflict. Most disappointing was the way communications were handled.

Can't tell a lot from the above excerpts from the minutes but it seems like in these disparate events at least one board member is in the center of the controversy wouldn't you say?

So everyone have a Merry Christmas and a Happy New Year and keep an eye out on what Joomla Leadership is trying to sneak past you on structure and what they have already done with finances.

To check out a newly built crash test dummy, first comes the Head Drop Test--and the name pretty much says it all. A technician detaches the head from the neck and hangs it from shafts at a precise height of 37.6 cm above a heavy block of steel. A magnetic release mechanism drops the head, which hits the block with a thud. This test ensures that the head has the right weight and damping properties. Notice that there is no further test of the head such as ability to think, reason and make appropriate judgements. The Head Drop Test seems to be a step-up lately from the requirements to be a board member at Open Source Matters, Inc.

Here we are only 13 days away from Halloween and the board of Open Source Matters, Inc. seems to be more focused on travel to various events then it is on the required due diligence review of it's financial performance or the performance of the various volunteers it should be overseeing to ensure the brand of Joomla! is presented properly to the community.

So, what do I mean here? It's really quite simple:

There hasn't been full financial disclosure to the community in over a year (closer to two or more) which makes one wonder if the minimal disclosure we have seen is what the board is receiving.

At the very least, the board and the community should see the following each and every month:

Balance Sheet

Budget Compared to Actual year-to-date

P&L Statement

Current Year Approved Budget

After a year of no reporting, we finally received a budget-to-actual report for September 2014. No other reports have been forthcoming. What is the board receiving?

It is now October, 2014. We should have seen a posted IRS document for 2013 by now. What is the board's position on ensuring that the community (and perhaps the board itself) is kept properly and timely informed on all financial matters?

There has been an outcry on the Joomla! forums about the poor performance of the Global Moderators in getting rid of spam in a timely fashion particularly on weekends. There has been no effort that can be seen to improve this situation which reflects poorly on the Joomla! project. A number of volunteers have stepped up to assist in removing spam. Suggestions have been made on how to modify the forums to eliminate or sequester such spam before it gets revealed to the users of the forums. No response on what is being done, if anything, has been forthcoming. Now that the OSM board is responsible for the project overall without oversight, shouldn't they also be responding to situations like this to ensure that the brand is protected and the user experience is positive?

Another outcry that has been going on for years has been about the Joomla Extensions Directory (JED). Those responsible for the JED have been accused of removing extensions and reviews with no communication to the developers. The few responses from the JED leadership that have been seen have been significantly less than satisfactory in explaining why the JED members took such actions. The OSM board needs to step-up and investigate complaints such as these and others and determine appropriate responses based on the outcome of the investigations. They need to be responsible for the entire Joomla! project not just PR through travel experiences.

Update # 1: 11/05/2014

Sometime this past weekend (either Friday or Saturday), OSM published the September 25, 2014 Board Minutes. There was a three sentence paragraph discussing the proposed structure change for the Joomla! project. Structure ­ Status Report The Structure Team published a blog explaining the process. So far there are no comments made on it. The team will continue with the proposed timeline in that blog. Of course you have all read the somehwat superficial blog about the proposed structure - haven't you? What you haven't read is what has been posted: 1. Structure Details 2. Leadership Process of Open Source Matters 3. Transition Plan From Current Structure to New. While all of this is available in open Google groups, you haven't been given the links to access it or even know it was there, have you? In two days, the Joomla World Conference will start in Cancun where the leadership of Joomla plans on voting for this structure without any of your input. So nice of them to keep you up to date isn't it?

That's not all the news of course. Victor Drover published a spreadsheet on Open Source Matters, Inc. - Public Mailing list with the Budget vs Actuals for November 2014. Of course, he didn't bother to post it on the Open Source Matters website for you to review nor did he provide the other financial sheets the community should receive such as P&L statement and Balance sheet. Must have been in too big a hurry to get to the beaches and beer in Cancun. Check out how over budget they are on legal fees and how much they have spent on travel (This is without the Cancun trip of course)

Update # 2: 11/23/2015

The Joomla World Conference was held November 7-9 at the Grand Oasis Cancun Mexico. Apparaently the leadership of Joomla met for 2 days prior to the conference to discuss the proposed but little known proposed new organizational structure for Joomla and perhaps Open Source Matters, Inc. Unfortunately, we were told on November 7 that "Discussions between the leadership teams about sharing summit sessions revealed a strong concern that some would not feel comfortable freely expressing themselves if the sessions were live streamed or recorded, and that it would hinder their ability to participate. So streaming or recorded meetings will not be offered. Information from these meetings will be shared in a blog following the summit." How did that make you feel Joomla community? Gee - feeling uncomfortable proposing a structure change so we can't be transparent to the rest of the community? Kind of maintains their track record of not willing to share, huh? I have been patiently waiting for the blog to appear but I guess not, huh? While they say all input will be considered, they don't share where the structure discussion now stands so how do you provide input. Ah ha. It's a conundrum. I always wanted one of those </sarcasm>.

So, then we get a posting buried on the forum in this thread by "astroboysoup" first that he had digestion problems during his trip to/from Cancun which I would classify as TMI and inappropriate and then he goes on in a subsequent post in that thread that all these groups are working on explaining to the community (what? where are they explaining? - oh I get it, they are trying to figure out how to explain. Must be some tuff stuff there). And he goes on to mention how we commoners don't have access to the discussions that are ongoing and, oh by the way, they are all volunteers so we are going to have to give them more time.

Simply terrific, huh? Guess we continue to play the roll of the mushrooms or is it the bulls**t? In the spirit of the season - Bah, Humbug!

Instead of simply attending a board meeting once a month and as many travel opportunities as possible, perhaps the OSM board should show us that they passed the Head Drop Test and more and can actually take charge and improve a user's experience when contributing extensions to the JED, when participating in threads on the forums, or when reviewing the actions of the board both in financial reporting and board minutes reporting. Show us you're not just another statistic of the Head Drop Test. Don't leave your discarded head on the floor!

You probably didn't know that OSM published their 2013 New York Charities Bureau Tax submission along with a Federal 990 required by the Charities Bureau. I don't know when it was published on the OSM web site as there was no announcement of its availability. It was signed by Paul Orwig on April 7, 2013 and Victor Drover on April 8, 2014. I checked and the Charities Bureau has received it. There has been no posting, however, of the Federal Tax forms for the 2013 tax year by OSM.

The first reason is we haven't seen any minutes indicating the board approved spending some amount of money for the sponsorship. You would have thought it would have come up in the June board meeting because the deadline for applying for a sponsorship was July 18, 2014. But it didn't. We haven't seen the July board minutes as of yet - keep reminding the board that they can approve minutes via email - after all they are all techies, right? Then the other problem is there is a Corporate Silver Sponsor level and a lab/non-profit silver sponsor level. The corporate level sponsorship is $24,500 while the lab/non-profit sponsorship is $3,750. Now, you would kind of hope that it was the latter amount that was spent but you know, with the continued lack of transparency - who knows?

Oh, speaking of transparency, have you noticed that OSM is on track to have gone an entire year without releasing a single one of the following financial reports:

Balance Sheet

Budget compared to actual year-to-date

Company Snapshot

P&L Statement

They still leave it up on the website that they will make these reports available. The last partial collection of reports was in September, 2013. Yes, that's right, it's been eleven months so far and once we reach next month, bingo - one year.

Pretty good for transparency advocates wouldn't you say?

Update # 1: August 30, 2014

Sometime yesterday or early this morning OSM published their July minutes. It has some interesting tidbits to share. First, as I mentioned earlier in this blog, OSM is on track to have gone a whole year without reporting any financial reports to the community and apparently the board itself. The last partial set of reports was provided for the month ending September, 2013. According to Victor Drover in the July, 2014 minutes:

c) ReportsFinances are now restructured. The first Tuesday of each month reports are scheduled to be posted to the OSM public mailing list. The secretary will receive a copy. Expense reports for all Leadership Teams will also be generated and be reported to public mailing list.

Note, that this is not posting on the OSM web site as it should be but rather publishing to the OSM Google Public Mailing List. Also note that there has been NO posting to that public mailing list since April, 22, 2014. According to Victor, the reports should have been made available August 2nd. So, promises and more promises but nothing actually happens. Way to go OSM. Transparency is such a low priority for you! And board members, you are not fulfilling your fiduciary duty by allowing your treasurer to fail in providing you complete financial reports. Your D&O insurer will certainly not cover you if the New York Attorney General ever finds evidence that there has been tinkering with the books of a charity. That will make each individual board member personally responsible for any losses. Consider THAT at your next board meeting.

As I mentioned in the blog above, the deadline for applying for a silver sponsorship for the Grace Hopper Conference (according to the conference website) was July 18, 2014. The board approved not only the sponsorship but also sending Sarah Watz to the conference via email voting:

1) Motion: The board of Open Source Matters, Inc., approves the sponsoring of the Grace Hopper Conference as a silver sponsor and to send Sarah Watz as a representative of the board of Open Source Matters.Motion brought by: Victor Drover Seconded by: Ronni ChristiansenDate: July 19, 2014 For: 6 Against: 2 Quorum: Yes Result: Motion approved

Note the complete failure to indicate the amount that the board was approving. Instead the board approved the concept without again being responsible fiduciaries and determining the overall cost.

Well, Joomla Community, it's your board. Your failure to raise up appropriate issues with this board means that they will continue to operate irresponsibly and in secret. I realizie asking questions of this group is painful. Their usual response is to attack the messenger. But, continued failure to press the issues I have described in many blogs simply means that you will get what you deserve!

Update # 2: September 6, 2014

On September 2, 2014 and without any notice other than the one that appeared in the Open Source Matters, Inc. board minutes of July 24, 2014, Victor Drover published three reports on the Open Source Matters, Public Mailing List. The first report was CLT Classes v Totals - FY14. The second report was PLT Classes v Totals - FY14. And, the third report was Budget vs. Actuals - FY2014. Initially, no report appeared on the OSM web site but finally a pdf of Budget vs. Actuals - January - August, 2014 did appear. Neither the PLT nor the CLT summary was posted on the OSM web site. (PLT = Production Leadership Team: responsible for coordinating the production of the Joomla CMS and Framework, including code, documentation, and localization. CLT = Community Leadership Team: responsible for all Joomla websites, forums, and user groups.) One item of note on the PLT summary was an expenditure of $5,353 for a non-joomla event. Normally, once a line item is budgeted, the expenditure of funds within that budgeted amount requires no additional approval. However, an expenditure for funds that is not budgeted requires board approval. I can't seem to find such board approval in the January through July board minutes. Note that there still has been no published balance sheet for a year and no published income statement for even longer that that. Hey OSM, your Quickbooks online can publish these reports in seconds and even send them to your sites without any intervention from you and with no expenditure of additional money, paper or ink!

I don't get it! We now have the largest Opens Source Matters, Inc. board we have ever had. They have no oversight. And, they fail in the same ways as the old board but in some areas they fail even more spectacularly! All of the board's have repeatedly touted how they were going to improve transparency and all of them have failed miserably. This board essentially elected themselves on April 8, 2014. See the annual general meeting of the members as well as the regular annual meeting of the directors. Kind of ironic for that last meeting. It has been anything but regular. In fact, even though required by the OSM bylaws and by the State of New York's regulations, I believe this is the first one ever held in the history of OSM!

It is now July 15, 2014. The last published minutes were on April 8, 2014. So we are missing May and June at the very least. All we get are excuses or stonewalling when we bring this up either here or on the OSM forum page at Joomla.org. Sometimes we get threatened on that very forum for just trying to get information. Come on guys, we expect that the minutes will be published for a meeting soon after (a few days) the next meeting. That's at least 30 days or more to put it together.

Mid-July 2014 and the last set of financials available were September, 2013. In two more months, we will have gone a year without published financials. I consider that completely unacceptable. The Treasurer must report to the board each month. It's a no brainer to generate the reports which I am sure Victor Drover is doing. The OSM bylaws require publication if they are created.

8. ARTICLE VIII - PUBLIC OVERSIGHT. To the extent the corporation creates any of the following documents, it will, within a reasonable period of time, publish such documents for public review: annual reports on the state of the organization and plans for the coming year, minutes of Annual General Meeting, minutes from all meetings of the Board of Directors, financial reports pertaining to periods of 3 months or more, tax filings, reports of audit results. Nothing in this provision will be construed to require the corporation to create any of the mentioned documents.

Come on OSM board - Get your act together. Treat people respectfully when they ask for information. Acknowledge your failures and work to correct them.

Update: 7/26/2014

Sometime early this am or late yesterday pm, OSM posted minutes for three board meetings since the last meeting held April 8, 2014. The delay is some 3 months and 17-18 days depending upon when the minutes were posted. That really is unacceptable performance. The minutes start to reveal some interesting data. For instance from the May 15, 2014 Treasurer's report: Taxes have been filed and completed. Work on the new chart of accounts is started last week. Goal is to have everything categorized for JandBeyond, so that reports can be shown at the leadership summit. Monthly reportings will be set up once this has all been organized. (My highlighting). The conclusion that can be drawn is that no monthly reports have been provided to the board since Victor Drover became Treasurer August 29, 2013. As fiduciaries, OSM board members are failing in one of their basic responsibilities: One of the main responsibilities of board members is to maintain financial accountability of their organization. Board members act as trustees of the organization’s assets and must exercise due diligence to oversee that the organization is well-managed and that its financial situation remains sound. You cannot maintain that responsibility if you don't get financial reports to review. Such a failing would preclude the organization providing D&O insurance for OSM to cover the board members who fail to exercise their responsibilities. From the May 28, 2014 board meeting, the Treasurer reported: Profit & Loss report and Budget vs Actual report will be presented during the meeting of the entire leadership the next day. This confirms the failure of the Treasurer to provide necessary financial reports to the board and the board's failure to demand such reports. While not proven as a fact, it looks like such reports have not been provided to the board since September of 2013. That's seven months of failure on the part of both the Treasurer and the OSM board. Now that those reports have finally been generated, they still have not been provided to the Joomla! community for review as required in OSM's bylaws.

In the June 26, 2014 OSM board minutes, there is an interesting comment towards the end of the minutes: Leadership summit follow up An in camera discussion about the structure discussed at the leadership summit took place. In other words, the board discussed something concerning structure during their board meeting that they do not want the Joomla community to know about. Not unusual for this board to keep secrets!

Twenty-two years ago John Gray, Ph.D wrote the highly popular (his books have sold over 50 million copies in 50 languages) "Men Are From Mars, Women Are From Venus". This book is equivalent to an "Idiot's Guide to Listening, Respect, and Communication, with Easy-to-Remember Examples." One wonders if he should also write a book about the failed relationships between open source communities and distanced board members - and no, I am not speaking of gender communication differences. We in the community could use a board who can listen, show respect when questioned, and communicate freely. We certainly are not getting that now. I thought we would see more of an effort from this newly crowned board to communicate and be more transparent.

But I guess that is not to be. Victor Drover was quite proud of his accomplishment of completing a new budget in record time for OSM. And he should be. However, he should feel shame for his failure to publish monthly financial reports. The last partial financial reports generated for OSM were for September, 2013. That has been 7 months of no financial information whatsoever.

Minutes of OSM meetings were finally caught up to March, 2014. It really showed that given enough motivation, the board could approve minutes via email rather then wait until the next board meeting. Given all of the changes in the board and their bylaws, this deadly period of quiet we are seeing now leads to speculation about what the board might be up to. Keeping the lines of communication and information open by timely publishing of minutes and financial reports rather then providing the same old excuses why something wasn't done would go a long way in generating confidence and trust.

For now, we are stuck with wait and see. I would much rather see some action from either the Joomla! community or the board.

Update: June 6, 2014

Seven decades ago in the midst of World War II, Allied forces landed on the Normandy coastline on June 6, 1944 with the aim to liberate France, and then advance to Germany. And, while many died and many suffered, the allies were eventually victorious.

I, however, apparently have not influenced the Open Source Matters Board sufficiently to correct their continued blatant failure to make any effort to be transparent to the Joomla community. They completely fail to make such efforts a priority of their reign in office no matter who is now serving. With 13 members, you would think at least some might consider such efforts to be a focus of their time in office. Not so far.

Let's take a look at financial reporting for instance. The last publicized report was at the end of September, 2013. What's that? At least 7 months ago. Over one half of a year without any information on finances. While Victor Drover was quite proud of himself for completing a budget in record time for which I have several times said he deserved, he has now proven to me that he no longer deserves any kudos from me by failing to provide the Joomla! community with how things are going with the finances in a timely matter. At J and Beyond held in Germany on May 30 through June 1, 2014, the Joomla leadership held a joint meeting where they asked themselves "‘What is Joomla! holding back?’ we came up with a list of subjects that contained, among others, our communications..." Now, we have to ask ourselves how many times that has been identified both within and outside of the Joomla leadership --- many, many times and yet nothing is ever really done about it. In that same meeting, we find that "Along with these subjects there were presentations about the status of the budget (by Victor Drover)..." Just how hard is it to share?

Now, how about looking at the minutes. I suspect they have held at least one meeting in April since the new board took office and should have had a meeting in May either normally or while the whole crew was in Germany. Great opportunity in May to approve April's board meeting and publicize the results. I couldn't find any results, could you?

Venus is a very cloudy and inhospitable planet but otherwise similar to Earth. Seems like a fitting moniker for the OSM Board's lack of transparency don't you think?

I continually question why the minutes of the board meetings are not completed in a timely manner and made available to the Joomla Community. Got one of the excuses off of a forum thread that occurred . There are two excuses from Marijke about why the minutes are late. The first one is interesting because she says she doesn't have the primary job of posting minutes. You will find the second excuse sort of contradictory to the first. At least I did. The links are provided in the quotes.

We are talking about 4 months of minutes with a lot of issues surrounding the board's restructuring and voting arrangements. Presumably, even the board doesn't have the minutes to refer to - unfortunately that is the only legal document of their activity.

The reason for the question marks after their respective titles, is that we don't know if an election was held nor the results of any such election. Yup, it's the missing minutes issue. This isn't the first time they have been asked and this isn't the first time they have continued to provide excuses. Using the same excuses over and over simply makes those that hear it not trust you.

Here we are on March 26th with no minutes of the important board meetings that occurred in November, December, January, or February even after a very polite request by Cindy Montano on February 28, 2014. Maybe they also had a March board meeting by now but we will cut them some slack to approve and publish those minutes by the next board meeting in April. We also have no financial reports since last September. We have no end of year financial report or annual meeting minutes which the board is required to do each year and they haven't managed to accomplish for years. We have no information about what is going on with board elections, member voting, or officer elections.

Update # 1: 4/6/2014

Since March 26th a couple of things happened. Alice Grevet announced the publication of the OSM board minutes for November & December 2013 on April 1. Given the timing, I was sure it was an April Fool's Joke. I was pleasantly surprised that I was wrong! On April 2nd she announced the election of four new directors: Martijn Boomsma (The Netherlands), Ronni Christiansen (Denmark), Rod Martin (USA), and our old friend Ryan Ozimek (USA) who apparently did not get enough of OSM (seven years) as director, secretary, and president not that long ago (ended April, 2012). On April 3rd Alice announced the publication of the board minutes for January, 2014. It just goes to show you that if you really want to, you will find a way. Three months of minutes published within 5 days of the first publication of this blog. Probably didn't hurt at all that Andrew Eddie while denigrating me on the forums said: "So, just on the minutes, and I do think it's a problem they are late (I'm just not inclined to make it my life mission to discredit OSM over it like *some* people do - please get them out on time if for no other reason than to stop you-know-who complaining about it), it would be good if the Treasurer could include a brief statement on how we are tracking against the budget to the best of their knowledge. Account balances don't really tell much of a story about how the ins and outs are affecting them." Interestingly, it appears the bylaws have been modified without notification or even archiving of the old bylaws. Paul Orwig said on January 16, 2014: "There is one other point in the proposal that I think should be considered for revision. It seems that our bylaws define members as both current and former directors/members." However, we now have an explicit bylaw added that states: 3.9.2.1. The term of each member shall expire following the election of directors at the next annual meeting of the members. All former members are eligible to be chosen for a new member term. If we don't find a motion to support this change in the February or March minutes it wouldn't be considered valid. By the way, unless the board explicitly elected the rest of the directors other than the two they elected in November as members (as opposed to just directors) then voting for directors would be limited to just those two. Would like to see that vote in the February or March minutes. Right now, in my opinion, the board is being entirely too secretive and failing to follow good transparency practices. Come on Dr. Drover, how about publishing financials regularly? It will be interesting to see just what transpires on April 8th!

Update # 2: 4/9/2014

The February 25, 2014 minutes were posted yesterday afternoon. These minutes showed appropriate correction of the board's failure to make all board members "members" of the member organization. It also showed that the bylaws had indeed been modified to limit membership terms to just after the required annual meetings though that may change once again. We will see. Their failure to archive the previous bylaws is a statement of the boards poor transparency practices. The newly elected board (April 8, 2014) consists of:

Martijn Boomsma (The Netherlands)

Mike Carson (USA)

Ronni Christiansen (Denmark)

Victor Drover (USA)

Jorge Lopez-Bachiller Fernandez (Guatemala)

Rod Martin (USA)

Tessa Mero (USA)

Ryan Ozimek (USA)

Saurabh Shah (India)

Joe Sonne (Canada)

Marijke Stuivenberg (The Netherlands)

Radek Suski (Germany)

Sarah Watz (Sweden)

The new officers of the board are:

Sarah Watz, President

Victor Drover, Treasurer

Marijke Stuivenberg, Secretary

As I said before, I am not clear why Ryan Ozimek is once again on the board. This election of many new members may help to improve tranparency and practices of the board. Ryan has already served about seven years. I suspect he will be campaiging for the President slot once again when it becomes eligible. I would prefer others have a shot. Now if this board could just try to publish minutes in a timely manner as well as the treasurers report each month they could show that good practices can be maintained. If they would also start listening to their constituency rather than throwing up a wall of excuses, I could shut down this website!

What it all means is that the OSM board members simply DISRESPECT all of the Joomla! community members! Shame on them. They talk a lot about transparency but can't "walk the walk". Shame on them. And, shame on us for letting them get away with it!

dis·re·spect disriˈspekt/ noun 1. lack of respect or courtesy. "growing disrespect for the rule of law" synonyms: contempt, lack of respect, scorn, disregard, disdain verbinformal 1. show a lack of respect for; insult. "a young brave who disrespects his elders"

If you haven't taken the time to read the new and revised OSM Bylaws, you should start there before reading any further. Much of the additional discussions you will hear about and read center around these bylaws. Pay particular attention to ARTICLE III - MEMBERS & MEMBERSHIP. The revised Bylaws were apparently approved at the leadership summit held in Boston on Thursday, 21 November 2013. I said apparently approved because OSM has not seen fit to release the minutes of any November or December meeting held in 2013 no matter where the location. This is a perennial problem with minutes unpublished up to three months at a time. Kind of shameful performance actually. Once you have read the bylaws, you will then want to read the proposed election process that would take place at the Annual General Meeting of the Members of OSM. Carefully read the back and forth comments for the highlighted sections. It is interesting to note that Paul Orwig is having difficulty adhering to a democratic election process. It is also interesting to note that if the board of OSM doesn't explicitly vote themselves as members before their Annual Members Meeting, only two people will be electing the new OSM board! You might also remember if you have read other blogs by me, that the OSM board is required both by its own bylaws and by New York Charities Bureau regulation to hold an Annual Meeting. Check back through the minutes. Bet you don't find a single one declared. This could be a first!

Now that you have worked your way through the above documents, start reading the discussion at Open Source Matters, Inc. - Public Mailing List. Again, the back and forth seem to reveal an attempt at manipulating the voting process to serve whatever Paul Orwig's agenda is. It would seem that some existing directors want to take a shot at being president of OSM (not too surprising), others haven't participated fully in board activity for whatever reason, and one other board member who "...was never existent for the OSM board." according to Radek Suski. To be honest this last comment may be an issue of language translation difficulties. Can't be sure what he was trying to say with any certainty.

Update: 1/27/2014

There were some additional comments made once Paul wrote his proposal and they appear in a different thread Open Source Matters, Inc. - Public Mailing List that you might wish to read. There has been no further public communication since January 21, 2014. Minutes, financial reports, and lack of Federal Tax report haven't changed since I reported on them in this blog originally.

Update: 2/8/2014

Based on this blog by Alice Grevet published on 2/7/2014, it looks like the women of the OSM board lost their very reasoned election proposal that was discussed on the Open Source Matters, Inc. - Public Mailing List and commented in my own blog here. It is interesting to note that someone on the Joomla Forum named NivF007 raised some interesting questions about Alice's blog:1. Specifically which directors' terms and corresponding positions are expiring?2. Specifically who will be electing the new OSM Directors? (i.e. given OSM's by-laws, only OSM 'Members' can elect Directors - who currently are the OSM 'members' who will be voting?)3. Will the candidate nominations be made public and will there be an opportunity for the community at large to review the candidate profiles and express support for those that they feel will best represent their interests?4. Why are elections happening 'prior' to the AGM (i.e. prior to the 'additional opportunity for nominees' to be elected), as opposed to having 1 elections at which all nominated candidates will have an equal and balanced opportunity to be elected?

Sound familiar? Glad to see someone else publicly ask the questions that should have been freely available in the first place. Three months of missing minutes, financial reports not seen since last September, and failure to publish the 2012 Federal Tax report haven't changed since I reported on them in this blog originally.

Update: 2/14/2014

Sometime yesterday or earlier today, OSM managed to publish a Valentine's Day present for the community. Yup, you guessed it, they finally published their 2012 Federal and State tax returns. Of course, they haven't given all of their love to us yet. We are still missing regular monthly financial reports since the last one in September, 2012. Oh yeah, I almost forgot, we haven't seen minutes of board meetings since the last one in October, 2012. So, we are missing November, December, January, and apparently they have already had a special meeting in February. Given all the changes to the bylaws and the upcoming elections of new directors and officers, you would think a group that can spell transparency would actually embrace transparency. Even though the board apparently approved Paul Orwig's less than democratic election process at their special February meeting, Jacques Rentzke has had second thoughts. See his comment on the Open Source Matters - Public Mailing List. While you are at it you might want to review Victor Drover's term renewal request in which he reveals that OSM has already approved a project-wide budget for 2014 as of the January 22 board meeting. Amazing that there wasn't a peep out of any of the teams about preparing their budgets for which they are notoriously sloooow. I wonder if this is the new top down budget approach? You will also note in his goals the complete absence of any attempt to share the financial information with the community on a regular basis - surprise, surprise.

On to other topics. On or about January 12, 2014, the required 2012 990 and CHAR500 tax documents were posted on the OSM website. OSM obviously waited until the New York Charities Bureau posted the documents on their website. This is much better behavior than earlier this year when I found out they hadn't submitted the documents for 2011 - OSM claimed they had but New York must have lost them. Whatever. You will note that you won't find the 2012 1120 tax form posted on their site. I wonder, did the IRS lose that one?

We have only seen about two or three financial reports posted by OSM in 2013. One was the budget which was approved and posted with only a few months left in the year - big help that was. The last financial reports we have seen were in September. So another three months of no reporting to the public. I wonder why they are so fearful of actually being transparent. Try it OSM - won't hurt at all. And, yes, you should answer questions from the public if your documents stimulate such questions. After all, you are operating as a New York Charity.

One nice note to end on...looks like at least some of the board are no longer acting like lemmings.